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Staff Report

Simi Valley City Council
August 18, 2025

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Staff Report
Meeting
August 18, 2025
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Simi Valley City Council
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11
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Text extracted from the city's file for reading and search. Open the original on simivalley.granicus.com. That file is the official record.

CITY OF SIMI VALLEY

MEMORANDUM
A
ugust 18, 2025
T
O: City Council
F
ROM: Department of Public Works
S
UBJECT: AUTHORIZE THE CITY MANAGER TO EXECUTE FOUR SUBDIVISION IMPROVEMENT AGREEMENT S FOR TRACT NO. 5364, PHASES 1 -4,

LOCATED AT THE SOUTH TERMINUS OF SEQUOIA AND TALBERT

AVENUES, AND WATSON AND COMET AVENUES IN RUNKLE
CANYON

STAFF RECOMMENDATION
It is recommended that the City Council authorize the City Manager to execute four (4) replacement Subdivision Improvement Agreements (page 4), with indicated securities, for Tract No. 5364, Phases 1-4 , located at the south terminus of Sequoia and Talbert Avenues, and Watson and Comet Avenues in Runkle Canyon.

BACKGROUND AND OVERVIEW
The City Council approved the final map for Tract No. 5364 (the “Final Map”) (Attachment A – Vicinity Map, page 73) in four (4) separate phases, as noted in the table below. The Final Map is recorded in the Office of the Ventura County Recorder in Miscellaneous Records (Maps) . It comprises the approved 1,595- acre Runkle Canyon/Woodlands Project (the “Project”), which contains open space, a public neighborhood park, a homeowner’s association common park, public trailhead and multipurpose trails, a public water storage tank, 25 custom home lots, 298 detached single-family production houses, 138 attached senior condominiums, a senior recreation facility, and related infrastructure improvements. The owner of Tract No. 5364 is Runkle Canyon, LLC (the “Developer”).

Phase Council Approval R ecorded
1 01/26/2015 162 MR 31, April 16, 2015
2 01/26/2015 162 MR 41, April 17, 2015
3 03/02/2015 162 MR 49, April 27, 2015
4 05/11/2015 163 MR 6, June 23, 2015
AGENDA ITEM NO.

Consent (8)

The Final Map requires the Developer to enter into Subdivision Improvement Agreements (“SIAs”) with the City to provide financial security for the required public improvements and bind the Developer to making the improvement work. The Developer has irrevocably offered for dedication, public use of the streets, easements, and other improvements (“Improvements”) indicated in the recorded Final Map, which the City will accept once construction and final inspections are completed and approved.

As a condition precedent to recording a final map for Tract 5364, Developer entered into two, secured separate SIAs: one for Project Phases 1 and 2, and another for Project Phases 3 and 4. These required the Developer to “install and complete, at its sole expense” the Improvement for the Project and furnished associated securities through existing bonds. However, these two agreements expired after two authorized extensions.

The Developer commenced grading activity but has not yet finished constructing all required Improvements, which include construction of:

• Public street improvements including grading, paving, curbs, gutter, sidewalks, driveways, traffic control devices, street name signs, streetlights, street landscaping, and appurtenances.
• Public sanitary sewer collection system, including mains, service laterals , and appurtenances.
• Private storm drain system including channels, pipes, inlets, culverts, debris basins, detention basins, water quality treatment devices and appurtenances. • Lot grading including land clearing, earth moving, compaction, import or export of soil, and appurtenances.

It is expedient by both parties to enter into separate replacement SIAs for each of the four Project phases. The four SIAs would require the Developer’s completion of the Improvements and furnishment of associated securities.

Approval of the four SIAs is proposed via Council Action , and with authorization for the City Manager to execute the four attached agreements. Pursuant to California law, the proposed action in this report for the four SIAs will have no effect on any statutory development agreement (“DA”) for the Project. Consideration and action on any such DA – which requires approval via ordinance – will be separately considered by the City Council in September.

FINDINGS AND ALTERNATIVES

The replacement SIAs for the construction of subdivision improvements were negotiated and approved as to form by the City Attorney ’s Office . Each agreement requires the completion of all improvements within 24 months after execution; however, modification, including the extension of time, is allowed by a written agreement executed by the City Manager.

Staff has determined that the original improvement securities remain acceptable and comply with applicable law. These bonds remain in force, and each of the four new negotiated SIAs includes a list of those bonds. The bond type and bond amounts can be 2 found on Exhibit C of each of the SIAs. Once the engineering report is completed and approved, the SIAs will be amended and the bonds will be updated accordingly.

The following alternatives have been identified for City Council consideration:

1. Authorize the City Manager to execute the four (4) replacement Subdivision Improvement Agreements, with indicated securities for Tract No. 5364, Phases 1-4, located at the south terminus of Sequoia and Talbert Avenues, and Watson and Comet Avenues in Runkle Canyon.

2. Do not delegate authority to the City Manager and provide staff with other direction.

Staff recommends Alternative No. 1.

SUGGESTED CITY COUNCIL MOTION

I move that the City Co uncil authorize the City Manager to execute the four (4) replacement Subdivision Improvement Agreement s for Tract No. 5364, Phases 1 -4, located at the south terminus of Sequoia and Talbert Avenues, and Watson and Comet Avenues in Runkle Canyon.

SUMMARY

Staff finds that Tract No. 5364 conforms to the Subdivision Map Act and local ordinances and therefore recommends that the City Council authorize the City Manager to execute the four (4) replacement Subdivision Improvement Agreement s and approve securities for Tract No. 5364, Phases 1- 4, located at the south terminus of Sequoia and Talbert Avenues, and Watson and Comet Avenues in Runkle Canyon.

____________________________________
Ronald K. Fuchiwaki
Public Works Director

INDEX Page

Subdivision Improvement Agreements ....................................... 4 Attachment A – Vicinity Map ..................................................... 73

3 RECORDING REQUESTED BY AND |
WHEN RECORDED MAIL TO:

City of Simi Valley
Attention: City Clerk |
2929 Tapo Canyon Road |
Simi Valley, Ca. 93063 | this space reserved for recorder only _____________________________________________________ |__________________G0V.CQDE27361.6_________________________ No Fee Required Government Code Section 6103 & 27383
Recorded for the Benefit of the City of Simi Valley

SUBDIVISION IMPROVEMENT REPLACEMENT AGREEMENT
FINAL MAP 5364-1
NO. 2
THIS AGREEMENT (“Agreement") is made and entered into this day of 2024, by and between the CITY OF SIMI VALLEY, a general law city and municipal corporation (“CITY’), and Runkle Canyon LLC, a limited liability company (“SUBDIVIDER”).

The Parties agree as follows:

1. RECITALS. This Agreement is made with reference to the following facts and objectives:

A. Subdivider, as owner of that certain real property described on attached Exhibit “A,” prepared and filed a subdivision map known as Final Map No. 5364-1 with the City for approval and subsequent recordation at the County of Ventura (the “Map”).

B. Subdivider has irrevocably offered for dedication to City for public use the streets, easements, and other improvements shown on the subdivision map.

C. City desires to accept the streets, easements, and other public improvements shown on the map upon completion of the improvements.

D. As a condition precedent to recordation of the subdivision map, Subdivider originally entered into two secured agreements for Phases 1 &2 and Phases 3&4 to install and complete, at its sole expense, all improvement work (“Improvements”) required of the Subdivider for the subdivision by the City, and furnished securities that were accepted by the City assuring Faithful Performance and Payment for Labor and Materials for the Improvements (“Existing Bonds”), as set forth on the attached Exhibit “C." 4889-9033-0284 v3

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4 E. The two agreements were both extended twice and have both expired.

F. It is expedient by both parties to enter into separate Replacement Agreements for each of the four (4) phases of the project.

G. This Agreement is entered into in accord with the Subdivision Map Act (“Act”) and applicable ordinances adopted by CITY including, without limitation, as codified in the Simi Valley Municipal Code ("SVMC").

2. CONSTRUCTION OF IMPROVEMENTS. At its sole cost and expense, SUBDIVIDER agrees to furnish the equipment, labor, and materials necessary to complete the Improvements on the Map set forth in attached Exhibit “B,” which is incorporated by reference, and such other improvements required by CITY regulations and/or the City Council when approving the Map, a substantial portion of which has been completed but not accepted by CITY as of the date of this Agreement. All the above work, together with appurtenances, contingencies, and engineering costs, are more particularly shown on the improvement plans for the Map. In addition, SUBDIVIDER agrees that because of City Council Resolution No., 2004-43, dated April 26, 2004, that it will construct and maintain (until CITY acceptance) the improvements identified in Exhibit “B” in the manner set forth in the Improvement Civil Plan Set, sheets 2006-0190 through 2006-0304C.

3. ACCEPTANCE OF IMPROVEMENTS. CITY will not accept the Improvements until they are constructed in accordance with plans and specifications on file with CITY and Section 2, and upon such completion of construction, CITY will accept the Improvements in accordance with the requirement of the Subdivision Map Act and applicable law.

4. MAINTENANCE OF IMPROVEMENTS. CITY is not responsible or liable for the maintenance or care of the Improvements until CITY formally approves and accepts them in accordance with its policies and procedures, the terms of the Development Agreement, the Subdivision Map Act, and other applicable law. Any use by any person of the Improvements, or any portion thereof, is at the sole and exclusive risk of the SUBDIVIDER at all times before CITY’S acceptance of the Improvements. SUBDIVIDER must maintain all the Improvements in a state of good repair until acceptance by CITY. SUBDIVIDER must maintain all the Improvements in compliance with Tentative Map 5364-1 until acceptance by CITY.

Maintenance includes, but is not to be limited to, repair of pavement, curbs, gutters, sidewalks, signals, parkways, water mains, and sewers; maintaining all landscaping in a vigorous and thriving condition reasonably acceptable to CITY; removal of debris from sewers and storm drains; and sweeping, repairing, and maintaining in good and safe condition all streets and street improvements. It is SUBDIVIDER’s responsibility to initiate all maintenance work, but if it fails to do so, it must promptly perform such maintenance work when notified to do so by CITY. If Developer fails to properly prosecute its maintenance obligation under this section, CITY may do all work necessary for such 4889-9033-0284 v3

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5 maintenance and the cost thereof is the responsibility of SUBDIVIDER and its surety under this Agreement. CITY is not responsible or liable for any damages or injury of any nature in any way related to or caused by the Improvements or their condition prior to acceptance by CITY.

5. COMPLETION. SUBDIVIDER must complete all Improvements within 24 months after execution of this Agreement or within such further time as may be granted by the City Manager.

6. COMPLETION BY CITY. Should SUBDIVIDER fail to complete the Improvements within the time for completion, CITY, at its option, may enter onto SUBDIVIDER’s property to complete the Improvements at SUBDIVIDER’s cost.

7. WARRANTY OF IMPROVEMENT PLANS. SUBDIVIDER warrants that the plans and specifications for the Improvements comply with the tentative map approval and the master plan for the Subdivision previously approved by CITY'S Planning Commission and the City Council, together with all conditions made a part of such approval(s).

SUBDIVIDER further warrants that the plans and specifications can be relied upon to accomplish the improvement work covered by this Agreement in a good, workmanlike manner and in accordance with accepted construction practices. Should the plans and specifications at any time before final acceptance of the Improvements prove to be inadequate in any respect, SUBDIVIDER agrees to make such changes deemed necessary by CITY to accomplish improvement work in a good, workmanlike manner and in accordance with accepted construction practices. SUBDIVIDER further agrees to make or cause to be made such engineering, soils and other reports as may be required by CITY.

8. CITY NOT LIABLE FOR PLANS AND SPECIFICATIONS. CITY is not an insurer or surety for the design or construction of the Subdivision. And no CITY official, officer, or employee is liable or responsible for any claim arising during construction of the Subdivision or Improvements, unless it can be shown that such person specifically directed that the Subdivision or Improvement be accomplished in a manner contrary to the wishes and desires of SUBDIVIDER, and SUBDIVIDER filed a written objection with the City Engineer before commencing such work or Improvement.

9. WARRANTY OF WORK. SUBDIVIDER warrants that the Improvements will be constructed in a manner consistent with CITY’S specifications and the highest industry standards. Should any Improvement fail to comply with this warranty or any other provision of this Agreement within one year after CITY’S final acceptance, SUBDIVIDER must, without delay and without cost to CITY, repair, replace or reconstruct any defective or otherwise unsatisfactory part or parts of the Improvements. Should SUBDIVIDER fail to act promptly or in accordance with this requirement or should the exigencies of the case require repairs or replacements to be made before SUBDIVIDER can be notified, CITY may, at its option, make the necessary repairs or replacements or perform the 4889-9033-0284 v3

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6 necessary work and SUBDIVIDER must pay to CITY the actual cost of such repairs plus 15% for CITY’S administrative overhead costs. This Section is not a waiver of any other right CITY may have for correcting faulty workmanship or defective materials.

10. REPAIRS AND REPLACEMENTS. SUBDIVIDER must replace/repair, as appropriate, all pipes and monuments shown on the Map destroyed or damaged by SUBDIVIDER’s actions and to replace/repair, as appropriate, any property damaged or destroyed by SUBDIVIDER. Any such repair or replacement must be completed to CITY’S satisfaction and approval.

11. CITY’S RIGHT OF ENTRY. SUBDIVIDER grants City a license to enter SUBDIVIDER’s property to inspect the improvements constructed by SUBDIVIDER and to ensure compliance with this Agreement.

12. CONTRACT SECURITY.

A. SUBDIVIDER has furnished CITY securities, as referenced in the attached Exhibit “C” which have been accepted by CITY, assuring Faithful Performance, Payment for Labor and Materials, for all Improvements associated with this AGREEMENT, including the maintenance and warranty obligations, required by Section 4 and 8. In addition, pursuant to Government Code §§ 66441 and 66495-66498, SUBDIVIDER also must furnish and set subdivision and lot monuments, and assure the faithful performance of the construction of those monuments.

B. SUBDIVIDER agrees that the form of the securities provided to CITY are substantially similar to Government Code §§ 66499.1 and 66499.2.

13. PERFORMANCE BY CITY OR SURETY.

A. Should SUBDIVIDER fail to construct the improvements in the manner and at such locations as specified within the time requirements of this Agreement, or if SUBDIVIDER is not carrying out the intent of this Agreement, CITY may serve written notice upon SUBDIVIDER and the surety on SUBDIVIDER’s faithful performance bond demanding satisfactory compliance with this Agreement.

B. Should CITY serve such written notice, CITY may do any of, or combination of, the following:
i. Serve written notice upon the surety on its faithful performance bond demanding satisfactory compliance with this Agreement. In such event the surety must, within five days, assume control and construct the Improvements as SUBDIVIDER’s successor.
4889-9033-0284 v3

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7 ii. CITY may construct the improvements itself, or by contract, at SUBDIVIDER’s expense on a time a materials basis. In such event, CITY may take possession of and utilize in completing improvement construction, materials, appliances, and other property belonging to SUBDIVIDER as may be on the site of the work without liability to CITY. SUBDIVIDER’s surety will be liable to CITY for any excess cost of damages incurred by CITY.

C. Nothing in this Section waives, or serves as a limitation upon, any additional remedy CITY may have under this Agreement or applicable law.

14. SURETY BOND TO INCLUDE LETTER OF CREDIT. The term “surety bond’’ also includes such other acceptable security, such as letters of credit or cash deposit agreements issued by responsible financial institutions, which are approved by the City Attorney. The term “surety" includes the issuer of any letter of credit or cash deposit agreement, which is acceptable to CITY as security for the performance of this Agreement. Sureties must be admitted to do business in California.

15. BEST MANAGEMENT PRACTICES. SUBDIVIDER agrees to use best management practices (“BMPs”), as that term is defined under applicable law including, without limitation, the Simi Valley Municipal Code, in constructing the improvements anticipated by this Agreement. SUBDIVIDER’s failure to comply with the terms of this Section constitutes a material breach of this Agreement.

16.OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs, and reports prepared by SUBDIVIDER under this Agreement are CITY'S property. SUBDIVIDER may retain copies of said documents and materials as desired but must deliver all original materials to CITY upon CITY’S written notice.

17. INDEPENDENT CONTRACTOR. CITY and SUBDIVIDER agree that SUBDIVIDER will act as an independent contractor and will have control of all work and the manner in which work is performed. SUBDIVIDER will be free to contract for similar service to be performed for other employers while under contract with CITY. SUBDIVIDER is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus, or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct SUBDIVIDER as to the details of doing the work or to exercise a measure of control over the work means that SUBDIVIDER will follow the direction of CITY as to end results of the work only.

18. CASH CHARGES. SUBDIVIDER must pay to CITY in cash such subdivision fees that are established by ordinance or by the City Council in conferring approval or extension of time to the Subdivision, to the extent permitted under the Development Agreement. 4889-9033-0284 v3

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8 19. INDEMNIFICATION.

A. SUBDIVIDER indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney’s fees), injuries, or liability, arising out of this Agreement, or its performance. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, SUBDIVIDER must defend CITY (at CITY’S request and with counsel satisfactory to CITY) and indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise.

B. For purposes of this section "CITY” includes CITY’S officers, officials, employees, agents, representatives, and certified volunteers.

C. The Parties agree that this section will survive termination of this Agreement.

D. The requirements as to the types and limits of insurance coverage to be maintained by SUBDIVIDER, and any approval of such insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by SUBIDIVIDER pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification.

20. INSURANCE.

A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, SUBDIVIDER must procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

Commercial general liability:

Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

Professional Liability:
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9 (Errors and Omissions) Insurance with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

Workers’ compensation:

As required by the State of California, with Statutory Limits.

Automobile Liability:

Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non­ owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

If the SUBDIVIDER maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the SUBDIVIDER.

Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

B. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage.

Liability policies must be endorsed to name CITY, its officials, and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary” such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88.

Such insurance will be on an "occurrence,” not a “claims made,” basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY.

The City, its boards, officers, agents, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the SUBDIVIDER including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the SUBDIVIDER’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).

Primary Coverage - For any claims related to this agreement, the SUBDIVIDER’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City, its boards, officers, officials, agents, employees, and volunteers. Any 4889-9033-0284 v3

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10 insurance or self-insurance maintained by the City, its boards, officers, officials, agents, employees, or volunteers shall be excess of the SUBDIVIDER’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.

Notice of Cancellation - Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

Waiver of Subrogation - SUBDIVIDER hereby grants to City a waiver of any right to subrogation which any insurer of said SUBDIVIDER may acquire against the City by virtue of the payment of any loss under such insurance.

SUBDIVIDER agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

C. Professional liability coverage will be on an “occurrence basis” if such coverage is available, or on a “claims made” basis if not available. When coverage is provided on a “claims made basis,” SUBDIVIDER will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement and will cover SUBDIVIDER for all claims made by CITY arising out of any errors or omissions of SUBDIVIDER, or its officers, employees, or agents during the time this Agreement was in effect.

Claims Made Policies - If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the SUBDIVIDER must purchase "extended reporting” coverage for a minimum of five (5) years after completion of work.

D. SUBDIVIDER must furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of “A:VII.” Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. SUBDIVIDER will require its insurer to modify such certificates to delete any exculpatory 4889-9033-0284 v3

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11 wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.

Acceptability of Insurers- Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

Verification of Coverage - SUBDIVIDER shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the SUBDIVIDER’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Subcontractors - SUBDIVIDER shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and SUBDIVIDER shall ensure that City is an additional insured on insurance required from subcontractors
Duration of Coverage - CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

21. NOTICES.

A. All notices given or required to be given pursuant to this Agreement will be in writing and may be given by personal delivery or by mail. Notice sent by mail will be addressed as follows:
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12 The City To Subdivider
City of Simi Valley
Attn: Public Works Director
2929 Tapo Canyon Rd
Simi Valley, CA 93063
Runkle Canyon, LLC
Attn: Keltie Cole
26650 The Old Road, #110
Valencia, CA 91381
B. When addressed in accordance with this paragraph, notices will be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices will be deemed given at the time of actual delivery.

C. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.

22. COMPLIANCE WITH LAW. SUBDIVIDER will comply with all laws applicable to this Agreement including, without limitation, federal, state, and local laws requiring permitting and licenses. All such compliance will be at SUBDIVIDER's own cost.

23. CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party.

24. SEVERABLE. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and as so modified, such portion and the balance of this Agreement will continue in full force and effect.

25. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement.

26. WAIVER. Waiver of any provision of this Agreement will not be deemed to constitute a waiver of any other provision, nor will such waiver constitute a continuing waiver.

27. GOVERNING LAW. This Agreement has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Agreement will be in Ventura County.

28. AUTHORITY/MODIFICATION. This Agreement has been approved by Simi Valley City Council Resolution No. . This Agreement is not binding upon CITY until executed by the City Manager. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute 4889-9033-0284 v3

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13 this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement. CITY’S City Manager may execute any such amendment.

29. BINDING UPON SUCCESSORS. The terms of this Agreement constitute a burden and benefit upon the Property. Accordingly, this Agreement will be recorded, and the term will run with the Property and become binding upon SUBDIVIDER’s heirs, successors, and assigns.

30. ENTIRE AGREEMENT. This Agreement constitutes the sole agreement between SUBDIVIDER and CITY respecting the maintenance of the Property’s common areas and correctly sets forth the obligations of SUBDIVIDER and CITY. There are no other understandings, terms or other agreements expressed or implied, oral, or written.

IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written.

CITY OF SIMI VALLEY,
a municipal corporation.

SUBDIVIDER, RUNKLE CANYON, LLC,
a Delaware limited liability company
By: By:

Keltie Cole, its authorized agent
, City Manager
City Council Approval Date:

ATTEST:

Lucy Blanco, City Clerk
APPROVED AS TO FORM:

ALGERIA R. FORD, CITY ATTORNEY
By:
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14 EXHIBIT A
Legal Description of Property
All of the real property located in City of Simi Valley, County of Ventura, California, more particularly described as follows:

All that real property as shown on that certain map entitled "Tract No. 5364-1", filed for Record on April 16, 2015, in Book 162, Pages 31-40 inclusive of Miscellaneous Records, in the Office of the County Recorder, County of Ventura.
4889-9033-0284 v3
15 EXHIBIT B
Tract No. 5364-1
All improvements marked are included:
(X) Public street improvements including grading, paving, curbs, gutter, sidewalks, traffic control devices, street name signs, streetlights, street landscaping, and appurtenances.
(X) Domestic water supply system, including mains, service laterals, fire hydrants, and appurtenances.
(X) Public storm drains including channels, pipes, inlets, culverts, and appurtenances.
(X) Lot grading including land clearing, earth moving compaction, import or export of soil, and appurtenances.
(X) Off-street landscaping including trees, bushes, shrubs, turf, irrigation system, and appurtenances.
4889-9033-0284 v3 - II -
16 EXHIBITC
4889-9033-0284 v3
Existing Bonds
- iii -
17 Exhibit "C”
Bond Type Amount Institution
Bond# or
Receipt #
Streets Labor and Materials $ 3,150,000
Westchester Fire K08909179
Insurance Company K08909131
Streets Faithful Performance $ 3,150,000
II
K08909179
K08909131
Storm Drain Labor and Materials $ 1,000,000 n
K08908503
K08908461
Storm Drain Faithful Performance $ 1,000,000
n
K08908503
K08908461
Sewer Labor and Materials $ 200,000 w
K08909210
Sewer Faithful Performance $ 200,000
n
K08908424
K08909210
Grading Faithful Performance $ 2,868,000
Ct
K08908746
K08908709
Water Labor and Materials N/A N/A
Water Faithful Performance N/A N/A
Landscaping Labor and Materials w
K08908667
K0890862A
Landscaping Faithful Performance $ 2,100,000 •
K08908667
K0890862A
Monuments Faithful Performance $ 337,567 w
K08908588
K08908540
Warranty Faithful Performance $ 4,289,175
w
18 RECORDING REQUESTED BY AND |
WHEN RECORDED MAIL TO:

City of Simi Valley
Attention: City Clerk |
2929 Tapo Canyon Road |
Simi Valley, Ca. 93063 | this space reserved for recorder only _____________________________________________________ |_________________ GQV.CODE27361.6_______________ No Fee Required Government Code Section 6103 & 27383
Recorded for the Benefit of the City of Simi Valley

SUBDIVISION IMPROVEMENT REPLACEMENT AGREEMENT
FINAL MAP 5364-2
NO. 2
THIS AGREEMENT (“Agreement”) is made and entered into this day of 2024, by and between the CITY OF SIMI VALLEY, a general law city and municipal corporation (“CITY”), and Runkle Canyon LLC, a limited liability company (“SUBDIVIDER”).

The Parties agree as follows:

1. RECITALS. This Agreement is made with reference to the following facts and objectives:

A. Subdivider, as owner of that certain real property described on attached Exhibit “A,” prepared and filed a subdivision map known as Final Map No. 5364-2 with the City for approval and subsequent recordation at the County of Ventura (the “Map").

B. Subdivider has irrevocably offered for dedication to City for public use the streets, easements, and other improvements shown on the subdivision map.

C. City desires to accept the streets, easements, and other public improvements shown on the map upon completion of the improvements.

D. As a condition precedent to recordation of the subdivision map, Subdivider originally entered into two secured agreements for Phases 1&2 and Phases 3&4 to install and complete, at its sole expense, all improvement work ("Improvements”) required of the Subdivider for the subdivision by the City, and furnished securities that were accepted by the City assuring Faithful Performance and Payment for Labor and Materials for the Improvements (“Existing Bonds”), as set forth on the attached Exhibit “C.” 4889-9033-0284 v3

Page 1 of 11 ends

19 E. The two agreements were both extended twice and have both expired.

F. It is expedient by both parties to enter into separate Replacement Agreements for each of the four (4) phases of the project.

G. This Agreement is entered into in accord with the Subdivision Map Act (“Act”) and applicable ordinances adopted by CITY including, without limitation, as codified in the Simi Valley Municipal Code (“SVMC”).

2. CONSTRUCTION OF IMPROVEMENTS. At its sole cost and expense, SUBDIVIDER agrees to furnish the equipment, labor, and materials necessary to complete the Improvements on the Map set forth in attached Exhibit "B,” which is incorporated by reference, and such other improvements required by CITY regulations and/or the City Council when approving the Map, a substantial portion of which has been completed but not accepted by CITY as of the date of this Agreement. All the above work, together with appurtenances, contingencies, and engineering costs, are more particularly shown on the improvement plans for the Map. In addition, SUBDIVIDER agrees that because of City Council Resolution No., 2004-43, dated April 26, 2004, that it will construct and maintain (until CITY acceptance) the improvements identified in Exhibit “B” in the manner set forth in the Improvement Civil Plan Set, sheets 2006-0190 through 2006-0304C.

3. ACCEPTANCE OF IMPROVEMENTS. CITY will not accept the Improvements until they are constructed in accordance with plans and specifications on file with CITY and Section 2, and upon such completion of construction, CITY will accept the Improvements in accordance with the requirement of the Subdivision Map Act and applicable law.

4. MAINTENANCE OF IMPROVEMENTS. CITY is not responsible or liable for the maintenance or care of the Improvements until CITY formally approves and accepts them in accordance with its policies and procedures, the terms of the Development Agreement, the Subdivision Map Act, and other applicable law. Any use by any person of the Improvements, or any portion thereof, is at the sole and exclusive risk of the SUBDIVIDER at all times before CITY’S acceptance of the Improvements. SUBDIVIDER must maintain all the Improvements in a state of good repair until acceptance by CITY. SUBDIVIDER must maintain all the Improvements in compliance with Tentative Map 5364-2 until acceptance by CITY.

Maintenance includes, but is not to be limited to, repair of pavement, curbs, gutters, sidewalks, signals, parkways, water mains, and sewers; maintaining all landscaping in a vigorous and thriving condition reasonably acceptable to CITY; removal of debris from sewers and storm drains; and sweeping, repairing, and maintaining in good and safe condition all streets and street improvements. It is SUBDIVIDER’s responsibility to initiate all maintenance work, but if it fails to do so, it must promptly perform such maintenance work when notified to do so by CITY. If Developer fails to properly prosecute its maintenance obligation under this section, CITY may do all work necessary for such 4889-9033-0284 v3

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20 maintenance and the cost thereof is the responsibility of SUBDIVIDER and its surety under this Agreement. CITY is not responsible or liable for any damages or injury of any nature in any way related to or caused by the Improvements or their condition prior to acceptance by CITY.

5. COMPLETION. SUBDIVIDER must complete all Improvements within 24 months after execution of this Agreement or within such further time as may be granted by the City Manager.

6. COMPLETION BY CITY. Should SUBDIVIDER fail to complete the Improvements within the time for completion, CITY, at its option, may enter onto SUBDIVIDER’s property to complete the Improvements at SUBDIVIDER’s cost.

7. WARRANTY OF IMPROVEMENT PLANS. SUBDIVIDER warrants that the plans and specifications for the Improvements comply with the tentative map approval and the master plan for the Subdivision previously approved by CITY’S Planning Commission and the City Council, together with all conditions made a part of such approval(s).

SUBDIVIDER further warrants that the plans and specifications can be relied upon to accomplish the improvement work covered by this Agreement in a good, workmanlike manner and in accordance with accepted construction practices. Should the plans and specifications at any time before final acceptance of the Improvements prove to be inadequate in any respect, SUBDIVIDER agrees to make such changes deemed necessary by CITY to accomplish improvement work in a good, workmanlike manner and in accordance with accepted construction practices. SUBDIVIDER further agrees to make or cause to be made such engineering, soils and other reports as may be required by CITY.

8. CITY NOT LIABLE FOR PLANS AND SPECIFICATIONS. CITY is not an insurer or surety for the design or construction of the Subdivision. And no CITY official, officer, or employee is liable or responsible for any claim arising during construction of the Subdivision or Improvements, unless it can be shown that such person specifically directed that the Subdivision or Improvement be accomplished in a manner contrary to the wishes and desires of SUBDIVIDER, and SUBDIVIDER filed a written objection with the City Engineer before commencing such work or Improvement.

9. WARRANTY OF WORK. SUBDIVIDER warrants that the Improvements will be constructed in a manner consistent with CITY’S specifications and the highest industry standards. Should any Improvement fail to comply with this warranty or any other provision of this Agreement within one year after CITY’S final acceptance, SUBDIVIDER must, without delay and without cost to CITY, repair, replace or reconstruct any defective or otherwise unsatisfactory part or parts of the Improvements. Should SUBDIVIDER fail to act promptly or in accordance with this requirement or should the exigencies of the case require repairs or replacements to be made before SUBDIVIDER can be notified, CITY may, at its option, make the necessary repairs or replacements or perform the 4889-9033-0284 v3

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21 necessary work and SUBDIVIDER must pay to CITY the actual cost of such repairs plus 15% for CITY’S administrative overhead costs. This Section is not a waiver of any other right CITY may have for correcting faulty workmanship or defective materials.

10. REPAIRS AND REPLACEMENTS. SUBDIVIDER must replace/repair, as appropriate, all pipes and monuments shown on the Map destroyed or damaged by SUBDIVIDER’s actions and to replace/repair, as appropriate, any property damaged or destroyed by SUBDIVIDER. Any such repair or replacement must be completed to CITY’S satisfaction and approval.

11. CITY’S RIGHT OF ENTRY. SUBDIVIDER grants City a license to enter SUBDIVIDER’s property to inspect the improvements constructed by SUBDIVIDER and to ensure compliance with this Agreement.

12. CONTRACT SECURITY.

A. SUBDIVIDER has furnished CITY securities, as referenced in the attached Exhibit “C” which have been accepted by CITY, assuring Faithful Performance, Payment for Labor and Materials, for all Improvements associated with this AGREEMENT, including the maintenance and warranty obligations, required by Section 4 and 8. In addition, pursuant to Government Code §§ 66441 and 66495-66498, SUBDIVIDER also must furnish and set subdivision and lot monuments, and assure the faithful performance of the construction of those monuments.

B. SUBDIVIDER agrees that the form of the securities provided to CITY are substantially similar to Government Code §§ 66499.1 and 66499.2.

13. PERFORMANCE BY CITY OR SURETY.

A. Should SUBDIVIDER fail to construct the improvements in the manner and at such locations as specified within the time requirements of this Agreement, or if SUBDIVIDER is not carrying out the intent of this Agreement, CITY may serve written notice upon SUBDIVIDER and the surety on SUBDIVIDER’s faithful performance bond demanding satisfactory compliance with this Agreement.

B. Should CITY serve such written notice, CITY may do any of, or combination of, the following:
i. Serve written notice upon the surety on its faithful performance bond demanding satisfactory compliance with this Agreement. In such event the surety must, within five days, assume control and construct the Improvements as SUBDIVIDER’s successor.
4889-9033-0284 v3

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22 ii. CITY may construct the improvements itself, or by contract, at SUBDIVIDER’s expense on a time a materials basis. In such event, CITY may take possession of and utilize in completing improvement construction, materials, appliances, and other property belonging to SUBDIVIDER as may be on the site of the work without liability to CITY. SUBDIVIDER’s surety will be liable to CITY for any excess cost of damages incurred by CITY.

C. Nothing in this Section waives, or serves as a limitation upon, any additional remedy CITY may have under this Agreement or applicable law.

14. SURETY BOND TO INCLUDE LETTER OF CREDIT. The term “surety bond” also includes such other acceptable security, such as letters of credit or cash deposit agreements issued by responsible financial institutions, which are approved by the City Attorney. The term “surety” includes the issuer of any letter of credit or cash deposit agreement, which is acceptable to CITY as security for the performance of this Agreement. Sureties must be admitted to do business in California.

15. BEST MANAGEMENT PRACTICES. SUBDIVIDER agrees to use best management practices (“BMPs”), as that term is defined under applicable law including, without limitation, the Simi Valley Municipal Code, in constructing the improvements anticipated by this Agreement. SUBDIVIDER’s failure to comply with the terms of this Section constitutes a material breach of this Agreement.

16.0WNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs, and reports prepared by SUBDIVIDER under this Agreement are CITY’S property. SUBDIVIDER may retain copies of said documents and materials as desired but must deliver all original materials to CITY upon CITY’S written notice.

17. INDEPENDENT CONTRACTOR. CITY and SUBDIVIDER agree that SUBDIVIDER will act as an independent contractor and will have control of all work and the manner in which work is performed. SUBDIVIDER will be free to contract for similar service to be performed for other employers while under contract with CITY. SUBDIVIDER is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus, or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct SUBDIVIDER as to the details of doing the work or to exercise a measure of control over the work means that SUBDIVIDER will follow the direction of CITY as to end results of the work only.

18. CASH CHARGES. SUBDIVIDER must pay to CITY in cash such subdivision fees that are established by ordinance or by the City Council in conferring approval or extension of time to the Subdivision, to the extent permitted under the Development Agreement. 4889-9033-0284 v3

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23 19. INDEMNIFICATION.

A. SUBDIVIDER indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney’s fees), injuries, or liability, arising out of this Agreement, or its performance. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, SUBDIVIDER must defend CITY (at CITY'S request and with counsel satisfactory to CITY) and indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise.

B. For purposes of this section "CITY” includes CITY'S officers, officials, employees, agents, representatives, and certified volunteers.

C. The Parties agree that this section will survive termination of this Agreement.

D. The requirements as to the types and limits of insurance coverage to be maintained by SUBDIVIDER, and any approval of such insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by SUBIDIVIDER pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification.

20. INSURANCE
A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, SUBDIVIDER must procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

Commercial general liability:

Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

Professional Liability:
4889-9033-0284 v3

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24 (Errors and Omissions) Insurance with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

Workers’ compensation:

As required by the State of California, with Statutory Limits.

Automobile Liability:

Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non­ owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

If the SUBDIVIDER maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the SUBDIVIDER.

Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

B. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage.

Liability policies must be endorsed to name CITY, its officials, and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary” such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88.

Such insurance will be on an “occurrence," not a “claims made,” basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY.

The City, its boards, officers, agents, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the SUBDIVIDER including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the SUBDIVIDER’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).

Primary Coverage - For any claims related to this agreement, the SUBDIVIDER’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City, its boards, officers, officials, agents, employees, and volunteers. Any 4889-9033-0284 v3

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25 insurance or self-insurance maintained by the City, its boards, officers, officials, agents, employees, or volunteers shall be excess of the SUBDIVIDER’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.

Notice of Cancellation - Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

Waiver of Subrogation - SUBDIVIDER hereby grants to City a waiver of any right to subrogation which any insurer of said SUBDIVIDER may acquire against the City by virtue of the payment of any loss under such insurance.

SUBDIVIDER agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

C. Professional liability coverage will be on an “occurrence basis” if such coverage is available, or on a “claims made” basis if not available. When coverage is provided on a "claims made basis," SUBDIVIDER will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement and will cover SUBDIVIDER for all claims made by CITY arising out of any errors or omissions of SUBDIVIDER, or its officers, employees, or agents during the time this Agreement was in effect.

Claims Made Policies - If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the SUBDIVIDER must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work.

D. SUBDIVIDER must furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of “AMI.” Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. SUBDIVIDER will require its insurer to modify such certificates to delete any exculpatory 4889-9033-0284 v3

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26 wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor with regard to any notice provisions.

Acceptability of Insurers- Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

Verification of Coverage - SUBDIVIDER shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the SUBDIVIDER’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Subcontractors - SUBDIVIDER shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and SUBDIVIDER shall ensure that City is an additional insured on insurance required from subcontractors
Duration of Coverage - CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

21. NOTICES.

A. All notices given or required to be given pursuant to this Agreement will be in writing and may be given by personal delivery or by mail. Notice sent by mail will be addressed as follows:
4889-9033-0284 v3

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27 The City To Subdivider
City of Simi Valley
Attn: Public Works Director
2929 Tapo Canyon Rd
Simi Valley, CA 93063
Runkle Canyon, LLC
Attn: Keltie Cole
26650 The Old Road, #110
Valencia, CA 91381
B. When addressed in accordance with this paragraph, notices will be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices will be deemed given at the time of actual delivery.

C. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.

22. COMPLIANCE WITH LAW. SUBDIVIDER will comply with all laws applicable to this Agreement including, without limitation, federal, state, and local laws requiring permitting and licenses. All such compliance will be at SUBDIVIDER’s own cost.

23. CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party.

24. SEVERABLE. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and as so modified, such portion and the balance of this Agreement will continue in full force and effect.

25. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement.

26. WAIVER. Waiver of any provision of this Agreement will not be deemed to constitute a waiver of any other provision, nor will such waiver constitute a continuing waiver.

27. GOVERNING LAW. This Agreement has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Agreement will be in Ventura County.

28. AUTHORITY/MODIFICATION. This Agreement has been approved by Simi Valley City Council Resolution No. . This Agreement is not binding upon CITY until executed by the City Manager. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute 4889-9033-0284 v3

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28 this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement. CITY’S City Manager may execute any such amendment.

29. BINDING UPON SUCCESSORS. The terms of this Agreement constitute a burden and benefit upon the Property. Accordingly, this Agreement will be recorded, and the term will run with the Property and become binding upon SUBDIVIDER's heirs, successors, and assigns.

30. ENTIRE AGREEMENT. This Agreement constitutes the sole agreement between SUBDIVIDER and CITY respecting the maintenance of the Property’s common areas and correctly sets forth the obligations of SUBDIVIDER and CITY. There are no other understandings, terms or other agreements expressed or implied, oral, or written.

IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written.

CITY OF SIMI VALLEY,
a municipal corporation.

SUBDIVIDER, RUNKLE CANYON, LLC,
a Delaware limited liability company
By:
, City Manager
By:

Keltie Cole, its authorized agent
City Council Approval Date:

ATTEST:

Lucy Blanco, City Clerk
APPROVED AS TO FORM:

ALGERIA R. FORD, CITY ATTORNEY
By:
4889-9033-0284 v3

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29 EXHIBIT A
Legal Description of Property
All of the real property located in City of Simi Valley, County of Ventura, California, more particularly described as follows:

All that real property as shown on that certain map entitled "Tract No. 5364-2", filed for Record on April 17, 2015, in Book 162, Pages 41-48 inclusive of Miscellaneous Records, in the Office of the County Recorder, County of Ventura.
4889-9033-0284 v3 - I -
30 EXHIBIT B
Tract No. 5364-2
All improvements marked are included:
(X) Public street improvements including grading, paving, curbs, gutter, sidewalks, traffic control devices, street name signs, streetlights, street landscaping, and appurtenances.
(X) Domestic water supply system, including mains, service laterals, fire hydrants, and appurtenances.
(X) Public storm drains including channels, pipes, inlets, culverts, and appurtenances.
(X) Lot grading including land clearing, earth moving compaction, import or export of soil, and appurtenances.
(X) Off-street landscaping including trees, bushes, shrubs, turf, irrigation system, and appurtenances.
4889-9033-0284 v3
31 EXHIBIT C
Existing Bonds
4889-9033-0284 v3 - iii -
32 Exhibit "C"
Bond Type Amount Institution
Bond# or
Receipt #
Streets Labor and Materials $ 3,150,000
Westchester Fire K08909179
Insurance Company K08909131
Streets Faithful Performance $ 3,150,000 II K08909179
K08909131
Storm Drain Labor and Materials $ 1,000,000
n
K08908503
K08908461
Storm Drain Faithful Performance $ 1,000,000 n
K08908503
K08908461
Sewer Labor and Materials $ 200,000 H
K08909210
Sewer Faithful Performance $ 200,000
n
K08908424
K08909210
Grading Faithful Performance $ 2,868,000 H
K08908746
K08908709
Water Labor and Materials N/A N/A
Water Faithful Performance N/A N/A
Landscaping Labor and Materials
w
K08908667
K0890862A
Landscaping Faithful Performance $ 2,100,000 H
K08908667
K0890862A
Monuments Faithful Performance $ 337,567
w
K08908588
K08908540
Warranty Faithful Performance $ 4,289,175 w
33 RECORDING REQUESTED BY AND |
WHEN RECORDED MAIL TO: |
I
City of Simi Valley |
Attention: City Clerk |
2929 Tapo Canyon Road |
Simi Valley, Ca. 93063 | this space reserved for recorder only _____________________________________________________ |_________________ GOV.CODE27361-6__________________________ No Fee Required Government Code Section 6103 & 27383
Recorded for the Benefit of the City of Simi Valley

SUBDIVISION IMPROVEMENT REPLACEMENT AGREEMENT
FINAL MAP 5364-3
NO. 2
THIS AGREEMENT (“Agreement”) is made and entered into this day of 2024, by and between the CITY OF SIMI VALLEY, a general law city and municipal corporation (“CITY"), and Runkle Canyon LLC, a limited liability company ("SUBDIVIDER”).

The Parties agree as follows:

1. RECITALS. This Agreement is made with reference to the following facts and objectives:

A. Subdivider, as owner of that certain real property described on attached Exhibit “A,” prepared and filed a subdivision map known as Final Map No. 5364-3 with the City for approval and subsequent recordation at the County of Ventura (the “Map”).

B. Subdivider has irrevocably offered for dedication to City for public use the streets, easements, and other improvements shown on the subdivision map.

C. City desires to accept the streets, easements, and other public improvements shown on the map upon completion of the improvements.

D. As a condition precedent to recordation of the subdivision map, Subdivider originally entered into two secured agreements for Phases 1&2 and Phases 3&4 to install and complete, at its sole expense, all improvement work (“Improvements”) required of the Subdivider for the subdivision by the City, and furnished securities that were accepted by the City assuring Faithful Performance and Payment for Labor and Materials for the Improvements (“Existing Bonds”), as set forth on the attached Exhibit “C.” 4889-9033-0284 v3

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34 E. The two agreements were both extended twice and have both expired.

F. It is expedient by both parties to enter into separate Replacement Agreements for each of the four (4) phases of the project.

G. This Agreement is entered into in accord with the Subdivision Map Act ("Act”) and applicable ordinances adopted by CITY including, without limitation, as codified in the Simi Valley Municipal Code ("SVMC”).

2. CONSTRUCTION OF IMPROVEMENTS. At its sole cost and expense, SUBDIVIDER agrees to furnish the equipment, labor, and materials necessary to complete the Improvements on the Map set forth in attached Exhibit “B,” which is incorporated by reference, and such other improvements required by CITY regulations and/or the City Council when approving the Map, a substantial portion of which has been completed but not accepted by CITY as of the date of this Agreement. All the above work, together with appurtenances, contingencies, and engineering costs, are more particularly shown on the improvement plans for the Map. In addition, SUBDIVIDER agrees that because of City Council Resolution No., 2004-43, dated April 26, 2004, that it will construct and maintain (until CITY acceptance) the improvements identified in Exhibit "B” in the manner set forth in the Improvement Civil Plan Set, sheets 2006-0190 through 2006-0304C.

3. ACCEPTANCE OF IMPROVEMENTS. CITY will not accept the Improvements until they are constructed in accordance with plans and specifications on file with CITY and Section 2, and upon such completion of construction, CITY will accept the Improvements in accordance with the requirement of the Subdivision Map Act and applicable law.

4. MAINTENANCE OF IMPROVEMENTS. CITY is not responsible or liable for the maintenance or care of the Improvements until CITY formally approves and accepts them in accordance with its policies and procedures, the terms of the Development Agreement, the Subdivision Map Act, and other applicable law. Any use by any person of the Improvements, or any portion thereof, is at the sole and exclusive risk of the SUBDIVIDER at all times before CITY'S acceptance of the Improvements. SUBDIVIDER must maintain all the Improvements in a state of good repair until acceptance by CITY. SUBDIVIDER must maintain all the Improvements in compliance with Tentative Map 5364-3 until acceptance by CITY.

Maintenance includes, but is not to be limited to, repair of pavement, curbs, gutters, sidewalks, signals, parkways, water mains, and sewers; maintaining all landscaping in a vigorous and thriving condition reasonably acceptable to CITY; removal of debris from sewers and storm drains; and sweeping, repairing, and maintaining in good and safe condition all streets and street improvements. It is SUBDIVIDER’s responsibility to initiate all maintenance work, but if it fails to do so, it must promptly perform such maintenance work when notified to do so by CITY. If Developer fails to properly prosecute its maintenance obligation under this section, CITY may do all work necessary for such 4889-9033-0284 v3

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35 maintenance and the cost thereof is the responsibility of SUBDIVIDER and its surety under this Agreement. CITY is not responsible or liable for any damages or injury of any nature in any way related to or caused by the Improvements or their condition prior to acceptance by CITY.

5. COMPLETION. SUBDIVIDER must complete all Improvements within 24 months after execution of this Agreement or within such further time as may be granted by the City Manager.

6. COMPLETION BY CITY. Should SUBDIVIDER fail to complete the Improvements within the time for completion, CITY, at its option, may enter onto SUBDIVIDER’s property to complete the Improvements at SUBDIVIDER’s cost.

7. WARRANTY OF IMPROVEMENT PLANS. SUBDIVIDER warrants that the plans and specifications for the Improvements comply with the tentative map approval and the master plan for the Subdivision previously approved by CITY’S Planning Commission and the City Council, together with all conditions made a part of such approval(s).

SUBDIVIDER further warrants that the plans and specifications can be relied upon to accomplish the improvement work covered by this Agreement in a good, workmanlike manner and in accordance with accepted construction practices. Should the plans and specifications at any time before final acceptance of the Improvements prove to be inadequate in any respect, SUBDIVIDER agrees to make such changes deemed necessary by CITY to accomplish improvement work in a good, workmanlike manner and in accordance with accepted construction practices. SUBDIVIDER further agrees to make or cause to be made such engineering, soils and other reports as may be required by CITY.

8. CITY NOT LIABLE FOR PLANS AND SPECIFICATIONS. CITY is not an insurer or surety for the design or construction of the Subdivision. And no CITY official, officer, or employee is liable or responsible for any claim arising during construction of the Subdivision or Improvements, unless it can be shown that such person specifically directed that the Subdivision or Improvement be accomplished in a manner contrary to the wishes and desires of SUBDIVIDER, and SUBDIVIDER filed a written objection with the City Engineer before commencing such work or Improvement.

9. WARRANTY OF WORK. SUBDIVIDER warrants that the Improvements will be constructed in a manner consistent with CITY’S specifications and the highest industry standards. Should any Improvement fail to comply with this warranty or any other provision of this Agreement within one year after CITY’S final acceptance, SUBDIVIDER must, without delay and without cost to CITY, repair, replace or reconstruct any defective or otherwise unsatisfactory part or parts of the Improvements. Should SUBDIVIDER fail to act promptly or in accordance with this requirement or should the exigencies of the case require repairs or replacements to be made before SUBDIVIDER can be notified, CITY may, at its option, make the necessary repairs or replacements or perform the 4889-9033-0284 v3

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36 necessary work and SUBDIVIDER must pay to CITY the actual cost of such repairs plus 15% for CITY’S administrative overhead costs. This Section is not a waiver of any other right CITY may have for correcting faulty workmanship or defective materials.

10. REPAIRS AND REPLACEMENTS. SUBDIVIDER must replace/repair, as appropriate, all pipes and monuments shown on the Map destroyed or damaged by SUBDIVIDER’s actions and to replace/repair, as appropriate, any property damaged or destroyed by SUBDMDER. Any such repair or replacement must be completed to CITY’S satisfaction and approval.

11. CITY’S RIGHT OF ENTRY. SUBDIVIDER grants City a license to enter SUBDIVIDER’s property to inspect the improvements constructed by SUBDIVIDER and to ensure compliance with this Agreement.

12. CONTRACT SECURITY.

A. SUBDIVIDER has furnished CITY securities, as referenced in the attached Exhibit “C” which have been accepted by CITY, assuring Faithful Performance, Payment for Labor and Materials, for all Improvements associated with this AGREEMENT, including the maintenance and warranty obligations, required by Section 4 and 8. In addition, pursuant to Government Code §§ 66441 and 66495-66498, SUBDIVIDER also must furnish and set subdivision and lot monuments, and assure the faithful performance of the construction of those monuments.

B. SUBDIVIDER agrees that the form of the securities provided to CITY are substantially similar to Government Code §§ 66499.1 and 66499.2.

13. PERFORMANCE BY CITY OR SURETY.

A. Should SUBDIVIDER fail to construct the improvements in the manner and at such locations as specified within the time requirements of this Agreement, or if SUBDIVIDER is not carrying out the intent of this Agreement, CITY may serve written notice upon SUBDIVIDER and the surety on SUBDIVIDER’s faithful performance bond demanding satisfactory compliance with this Agreement.

B. Should CITY serve such written notice, CITY may do any of, or combination of, the following:
i. Serve written notice upon the surety on its faithful performance bond demanding satisfactory compliance with this Agreement. In such event the surety must, within five days, assume control and construct the Improvements as SUBDIVIDER’s successor.
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37 ii. CITY may construct the improvements itself, or by contract, at SUBDIVIDER's expense on a time a materials basis. In such event, CITY may take possession of and utilize in completing improvement construction, materials, appliances, and other property belonging to SUBDIVIDER as may be on the site of the work without liability to CITY. SUBDIVIDER’s surety will be liable to CITY for any excess cost of damages incurred by CITY.

C. Nothing in this Section waives, or serves as a limitation upon, any additional remedy CITY may have under this Agreement or applicable law.

14. SURETY BOND TO INCLUDE LETTER OF CREDIT. The term "surety bond” also includes such other acceptable security, such as letters of credit or cash deposit agreements issued by responsible financial institutions, which are approved by the City Attorney. The term "surety” includes the issuer of any letter of credit or cash deposit agreement, which is acceptable to CITY as security for the performance of this Agreement. Sureties must be admitted to do business in California.

15. BEST MANAGEMENT PRACTICES. SUBDIVIDER agrees to use best management practices (“BMPs”), as that term is defined under applicable law including, without limitation, the Simi Valley Municipal Code, in constructing the improvements anticipated by this Agreement. SUBDIVIDER’s failure to comply with the terms of this Section constitutes a material breach of this Agreement.

16. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs, and reports prepared by SUBDIVIDER under this Agreement are CITY’S property. SUBDIVIDER may retain copies of said documents and materials as desired but must deliver all original materials to CITY upon CITY’S written notice.

17.INDEPENDENT CONTRACTOR. CITY and SUBDIVIDER agree that SUBDIVIDER will act as an independent contractor and will have control of all work and the manner in which work is performed. SUBDIVIDER will be free to contract for similar service to be performed for other employers while under contract with CITY. SUBDIVIDER is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus, or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct SUBDIVIDER as to the details of doing the work or to exercise a measure of control over the work means that SUBDIVIDER will follow the direction of CITY as to end results of the work only.

18. CASH CHARGES. SUBDIVIDER must pay to CITY in cash such subdivision fees that are established by ordinance or by the City Council in conferring approval or extension of time to the Subdivision, to the extent permitted under the Development Agreement. 4889-9033-0284 v3

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38 19. INDEMNIFICATION.

A. SUBDIVIDER indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney’s fees), injuries, or liability, arising out of this Agreement, or its performance. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, SUBDIVIDER must defend CITY (at CITY’S request and with counsel satisfactory to CITY) and indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise.

B. For purposes of this section “CITY" includes CITY’S officers, officials, employees, agents, representatives, and certified volunteers.

C. The Parties agree that this section will survive termination of this Agreement.

D. The requirements as to the types and limits of insurance coverage to be maintained by SUBDIVIDER, and any approval of such insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by SUBIDIVIDER pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification.

20. INSURANCE.

A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, SUBDIVIDER must procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

Commercial general liability:

Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

Professional Liability:
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39 (Errors and Omissions) Insurance with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

Workers' compensation:

As required by the State of California, with Statutory Limits.

Automobile Liability:

Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non­ owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

If the SUBDIVIDER maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the SUBDIVIDER.

Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

B. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage.

Liability policies must be endorsed to name CITY, its officials, and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary” such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88.

Such insurance will be on an “occurrence," not a “claims made,” basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY.

The City, its boards, officers, agents, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the SUBDIVIDER including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the SUBDIVIDER’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).

Primary Coverage - For any claims related to this agreement, the SUBDIVIDER’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City, its boards, officers, officials, agents, employees, and volunteers. Any 4889-9033-0284 v3

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40 insurance or self-insurance maintained by the City, its boards, officers, officials, agents, employees, or volunteers shall be excess of the SUBDIVIDER’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.

Notice of Cancellation - Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

Waiver of Subrogation - SUBDIVIDER hereby grants to City a waiver of any right to subrogation which any insurer of said SUBDIVIDER may acquire against the City by virtue of the payment of any loss under such insurance.

SUBDIVIDER agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

C. Professional liability coverage will be on an “occurrence basis” if such coverage is available, or on a “claims made” basis if not available. When coverage is provided on a “claims made basis,” SUBDIVIDER will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement and will cover SUBDIVIDER for all claims made by CITY arising out of any errors or omissions of SUBDIVIDER, or its officers, employees, or agents during the time this Agreement was in effect.

Claims Made Policies - If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the SUBDIVIDER must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

D. SUBDIVIDER must furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of “A:VII." Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. SUBDIVIDER will require its insurer to modify such certificates to delete any exculpatory 4889-9033-0284 v3

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41 wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.

Acceptability of Insurers- Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

Verification of Coverage - SUBDIVIDER shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the SUBDIVIDER’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Subcontractors - SUBDIVIDER shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and SUBDMDER shall ensure that City is an additional insured on insurance required from subcontractors
Duration of Coverage - CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

21. NOTICES.

A. All notices given or required to be given pursuant to this Agreement will be in writing and may be given by personal delivery or by mail. Notice sent by mail will be addressed as follows:
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42 The City To Subdivider
City of Simi Valley
Attn: Public Works Director
2929 Tapo Canyon Rd
Simi Valley, CA 93063
Runkle Canyon, LLC
Attn: Keltie Cole
26650 The Old Road, #110
Valencia, CA 91381
B. When addressed in accordance with this paragraph, notices will be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices will be deemed given at the time of actual delivery.

C. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.

22. COMPLIANCE WITH LAW. SUBDIVIDER will comply with all laws applicable to this Agreement including, without limitation, federal, state, and local laws requiring permitting and licenses. All such compliance will be at SUBDIVIDER’s own cost.

23. CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party.

24. SEVERABLE. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and as so modified, such portion and the balance of this Agreement will continue in full force and effect.

25. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement.

26. WAIVER. Waiver of any provision of this Agreement will not be deemed to constitute a waiver of any other provision, nor will such waiver constitute a continuing waiver.

27. GOVERNING LAW. This Agreement has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Agreement will be in Ventura County.

28. AUTHORITY/MODIFICATION. This Agreement has been approved by Simi Valley City Council Resolution No.. This Agreement is not binding upon CITY until executed by the City Manager. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute 4889-9033-0284 v3

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43 this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement. CITY’S City Manager may execute any such amendment.

29. BINDING UPON SUCCESSORS. The terms of this Agreement constitute a burden and benefit upon the Property. Accordingly, this Agreement will be recorded, and the term will run with the Property and become binding upon SUBDIVIDER’s heirs, successors, and assigns.

30. ENTIRE AGREEMENT. This Agreement constitutes the sole agreement between SUBDIVIDER and CITY respecting the maintenance of the Property’s common areas and correctly sets forth the obligations of SUBDIVIDER and CITY. There are no other understandings, terms or other agreements expressed or implied, oral, or written.

IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written.

CITY OF SIMI VALLEY,
a municipal corporation.

SUBDIVIDER, RUNKLE CANYON, LLC,
a Delaware limited liability company
By:

City Manager
By:

Keltie Cole, its authorized agent
City Council Approval Date:

ATTEST:

Lucy Blanco, City Clerk
APPROVED AS TO FORM:

ALGERIA R. FORD, CITY ATTORNEY
By:
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44 EXHIBIT A
Legal Description of Property
All of the real property located in City of Simi Valley, County of Ventura, California, more particularly described as follows:

All that real property as shown on that certain map entitled "Tract No. 5364-3", filed for Record on April 27, 2015 in Book 162, Pages 79-89 inclusive of Miscellaneous Records, in the Office of the County Recorder, County of Ventura.
4889-9033-0284 v3 - I -
45 EXHIBIT B
Tract No. 5364-3
All improvements marked are included:
(X) Public street improvements including grading, paving, curbs, gutter, sidewalks, traffic control devices, street name signs, streetlights, street landscaping, and appurtenances.
(X) Domestic water supply system, including mains, service laterals, fire hydrants, and appurtenances.
(X) Public storm drains including channels, pipes, inlets, culverts, and appurtenances.
(X) Lot grading including land clearing, earth moving compaction, import or export of soil, and appurtenances.
(X) Off-street landscaping including trees, bushes, shrubs, turf, irrigation system, and appurtenances.
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46 EXHIBIT C
4889-9033-0284 v3
Existing Bonds
- iii -
47 Exhibit "C"
Bond Type Amount Institution
Bond# or
Receipt #
Streets Labor and Materials $ 3,150,000
Westchester Fire K08909179
Insurance Company K08909131
Streets Faithful Performance $ 3,150,000 w
K08909179
K08909131
Storm Drain Labor and Materials $ 1,000,000 n
K08908503
K08908461
Storm Drain Faithful Performance $ 1,000,000 M K08908503 K08908461
Sewer Labor and Materials $ 200,000
M
K08909210
Sewer Faithful Performance $ 200,000
W
K08908424
K08909210
Grading Faithful Performance $ 2,868,000
H
K08908746
K08908709
Water Labor and Materials N/A N/A
Water Faithful Performance N/A N/A
Landscaping Labor and Materials ■
K08908667
K0890862A
Landscaping Faithful Performance $ 2,100,000 ■
K08908667
K0890862A
Monuments Faithful Performance $ 337,567 W
K08908588
K08908540
Warranty Faithful Performance $ 4,289,175
W
48 RECORDING REQUESTED BY AND |
WHEN RECORDED MAIL TO:

City of Simi Valley
Attention: City Clerk |
2929 Tapo Canyon Road |
Simi Valley, Ca. 93063 | this space reserved for recorder only _____________________________________________________|________________ GOV.CODE27361.6__________________________ No Fee Required Government Code Section 6103 & 27383
Recorded for the Benefit of the City of Simi Valley

SUBDIVISION IMPROVEMENT REPLACEMENT AGREEMENT
FINAL MAP 5364-4
NO. 2
THIS AGREEMENT (“Agreement”) is made and entered into this day of 2024, by and between the CITY OF SIMI VALLEY, a general law city and municipal corporation (“CITY”), and Runkle Canyon LLC, a limited liability company ("SUBDIVIDER”).

The Parties agree as follows:

1. RECITALS. This Agreement is made with reference to the following facts and objectives:

A. Subdivider, as owner of that certain real property described on attached Exhibit “A,” prepared and filed a subdivision map known as Final Map No. 5364-4 with the City for approval and subsequent recordation at the County of Ventura (the “Map”).

B. Subdivider has irrevocably offered for dedication to City for public use the streets, easements, and other improvements shown on the subdivision map.

C. City desires to accept the streets, easements, and other public improvements shown on the map upon completion of the improvements.

D. As a condition precedent to recordation of the subdivision map, Subdivider originally entered into two secured agreements for Phases 1&2 and Phases 3&4 to install and complete, at its sole expense, all improvement work (“Improvements”) required of the Subdivider for the subdivision by the City, and furnished securities that were accepted by the City assuring Faithful Performance and Payment for Labor and Materials for the Improvements (“Existing Bonds”), as set forth on the attached Exhibit “C.” 4889-9033-0284 v3

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49 E. The two agreements were both extended twice and have both expired.

F. It is expedient by both parties to enter into separate Replacement Agreements for each of the four (4) phases of the project.

G. This Agreement is entered into in accord with the Subdivision Map Act (“Act”) and applicable ordinances adopted by CITY including, without limitation, as codified in the Simi Valley Municipal Code ("SVMC”).

2. CONSTRUCTION OF IMPROVEMENTS. At its sole cost and expense, SUBDIVIDER agrees to furnish the equipment, labor, and materials necessary to complete the Improvements on the Map set forth in attached Exhibit “B,” which is incorporated by reference, and such other improvements required by CITY regulations and/or the City Council when approving the Map, a substantial portion of which has been completed but not accepted by CITY as of the date of this Agreement. All the above work, together with appurtenances, contingencies, and engineering costs, are more particularly shown on the improvement plans for the Map. In addition, SUBDIVIDER agrees that because of City Council Resolution No., 2004-43, dated April 26, 2004, that it will construct and maintain (until CITY acceptance) the improvements identified in Exhibit “B” in the manner set forth in the Improvement Civil Plan Set, sheets 2006-0190 through 2006-0304C.

3. ACCEPTANCE OF IMPROVEMENTS. CITY will not accept the Improvements until they are constructed in accordance with plans and specifications on file with CITY and Section 2, and upon such completion of construction, CITY will accept the Improvements in accordance with the requirement of the Subdivision Map Act and applicable law.

4. MAINTENANCE OF IMPROVEMENTS. CITY is not responsible or liable for the maintenance or care of the Improvements until CITY formally approves and accepts them in accordance with its policies and procedures, the terms of the Development Agreement, the Subdivision Map Act, and other applicable law. Any use by any person of the Improvements, or any portion thereof, is at the sole and exclusive risk of the SUBDIVIDER at all times before CITY’S acceptance of the Improvements. SUBDIVIDER must maintain all the Improvements in a state of good repair until acceptance by CITY. SUBDIVIDER must maintain all the Improvements in compliance with Tentative Map 5364-4 until acceptance by CITY.

Maintenance includes, but is not to be limited to, repair of pavement, curbs, gutters, sidewalks, signals, parkways, water mains, and sewers; maintaining all landscaping in a vigorous and thriving condition reasonably acceptable to CITY; removal of debris from sewers and storm drains; and sweeping, repairing, and maintaining in good and safe condition all streets and street improvements. It is SUBDIVIDER’s responsibility to initiate all maintenance work, but if it fails to do so, it must promptly perform such maintenance work when notified to do so by CITY. If Developer fails to properly prosecute its maintenance obligation under this section, CITY may do all work necessary for such 4889-9033-0284 v3

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50 maintenance and the cost thereof is the responsibility of SUBDIVIDER and its surety under this Agreement. CITY is not responsible or liable for any damages or injury of any nature in any way related to or caused by the Improvements or their condition prior to acceptance by CITY.

5. COMPLETION. SUBDIVIDER must complete all Improvements within 24 months after execution of this Agreement or within such further time as may be granted by the City Manager.

6. COMPLETION BY CITY. Should SUBDIVIDER fail to complete the Improvements within the time for completion, CITY, at its option, may enter onto SUBDIVIDER’s property to complete the Improvements at SUBDIVIDER’s cost.

7. WARRANTY OF IMPROVEMENT PLANS. SUBDIVIDER warrants that the plans and specifications for the Improvements comply with the tentative map approval and the master plan for the Subdivision previously approved by CITY’S Planning Commission and the City Council, together with all conditions made a part of such approval(s).

SUBDIVIDER further warrants that the plans and specifications can be relied upon to accomplish the improvement work covered by this Agreement in a good, workmanlike manner and in accordance with accepted construction practices. Should the plans and specifications at any time before final acceptance of the Improvements prove to be inadequate in any respect, SUBDIVIDER agrees to make such changes deemed necessary by CITY to accomplish improvement work in a good, workmanlike manner and in accordance with accepted construction practices. SUBDIVIDER further agrees to make or cause to be made such engineering, soils and other reports as may be required by CITY.

8. CITY NOT LIABLE FOR PLANS AND SPECIFICATIONS CITY is not an insurer or surety for the design or construction of the Subdivision. And no CITY official, officer, or employee is liable or responsible for any claim arising during construction of the Subdivision or Improvements, unless it can be shown that such person specifically directed that the Subdivision or Improvement be accomplished in a manner contrary to the wishes and desires of SUBDIVIDER, and SUBDIVIDER filed a written objection with the City Engineer before commencing such work or Improvement.

9. WARRANTY OF WORK. SUBDIVIDER warrants that the Improvements will be constructed in a manner consistent with CITY’S specifications and the highest industry standards. Should any Improvement fail to comply with this warranty or any other provision of this Agreement within one year after CITY’S final acceptance, SUBDIVIDER must, without delay and without cost to CITY, repair, replace or reconstruct any defective or otherwise unsatisfactory part or parts of the Improvements. Should SUBDIVIDER fail to act promptly or in accordance with this requirement or should the exigencies of the case require repairs or replacements to be made before SUBDIVIDER can be notified, CITY may, at its option, make the necessary repairs or replacements or perform the 4889-9033-0284 v3

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51 necessary work and SUBDIVIDER must pay to CITY the actual cost of such repairs plus 15% for CITY’S administrative overhead costs. This Section is not a waiver of any other right CITY may have for correcting faulty workmanship or defective materials.

10. REPAIRS AND REPLACEMENTS. SUBDIVIDER must replace/repair, as appropriate, all pipes and monuments shown on the Map destroyed or damaged by SUBDIVIDER’s actions and to replace/repair, as appropriate, any property damaged or destroyed by SUBDIVIDER. Any such repair or replacement must be completed to CITY’S satisfaction and approval.

11. CITY’S RIGHT OF ENTRY. SUBDIVIDER grants City a license to enter SUBDIVIDER’s property to inspect the improvements constructed by SUBDIVIDER and to ensure compliance with this Agreement.

12. CONTRACT SECURITY.

A. SUBDIVIDER has furnished CITY securities, as referenced in the attached Exhibit “C” which have been accepted by CITY, assuring Faithful Performance, Payment for Labor and Materials, for all Improvements associated with this AGREEMENT, including the maintenance and warranty obligations, required by Section 4 and 8. In addition, pursuant to Government Code §§ 66441 and 66495-66498, SUBDIVIDER also must furnish and set subdivision and lot monuments, and assure the faithful performance of the construction of those monuments.

B. SUBDIVIDER agrees that the form of the securities provided to CITY are substantially similar to Government Code §§ 66499.1 and 66499.2.

13. PERFORMANCE BY CITY OR SURETY.

A. Should SUBDIVIDER fail to construct the improvements in the manner and at such locations as specified within the time requirements of this Agreement, or if SUBDIVIDER is not carrying out the intent of this Agreement, CITY may serve written notice upon SUBDIVIDER and the surety on SUBDIVIDER’s faithful performance bond demanding satisfactory compliance with this Agreement.

B. Should CITY serve such written notice, CITY may do any of, or combination of, the following:
i. Serve written notice upon the surety on its faithful performance bond demanding satisfactory compliance with this Agreement. In such event the surety must, within five days, assume control and construct the Improvements as SUBDIVIDER’s successor.
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52 ii. CITY may construct the improvements itself, or by contract, at SUBDIVIDER’s expense on a time a materials basis. In such event, CITY may take possession of and utilize in completing improvement construction, materials, appliances, and other property belonging to SUBDIVIDER as may be on the site of the work without liability to CITY. SUBDIVIDER’s surety will be liable to CITY for any excess cost of damages incurred by CITY.

C. Nothing in this Section waives, or serves as a limitation upon, any additional remedy CITY may have under this Agreement or applicable law.

14. SURETY BOND TO INCLUDE LETTER OF CREDIT. The term “surety bond also includes such other acceptable security, such as letters of credit or cash deposit agreements issued by responsible financial institutions, which are approved by the City Attorney. The term "surety” includes the issuer of any letter of credit or cash deposit agreement, which is acceptable to CITY as security for the performance of this Agreement. Sureties must be admitted to do business in California.

15. BEST MANAGEMENT PRACTICES. SUBDIVIDER agrees to use best management practices (“BMPs”), as that term is defined under applicable law including, without limitation, the Simi Valley Municipal Code, in constructing the improvements anticipated by this Agreement. SUBDIVIDER’s failure to comply with the terms of this Section constitutes a material breach of this Agreement.

16. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs, and reports prepared by SUBDIVIDER under this Agreement are CITY’S property. SUBDIVIDER may retain copies of said documents and materials as desired but must deliver all original materials to CITY upon CITY’S written notice.

17.INDEPENDENT CONTRACTOR. CITY and SUBDIVIDER agree that SUBDIVIDER will act as an independent contractor and will have control of all work and the manner in which work is performed. SUBDIVIDER will be free to contract for similar service to be performed for other employers while under contract with CITY. SUBDIVIDER is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus, or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct SUBDIVIDER as to the details of doing the work or to exercise a measure of control over the work means that SUBDIVIDER will follow the direction of CITY as to end results of the work only.

18. CASH CHARGES. SUBDIVIDER must pay to CITY in cash such subdivision fees that are established by ordinance or by the City Council in conferring approval or extension of time to the Subdivision, to the extent permitted under the Development Agreement. 4889-9033-0284 v3

Page 5 of 11 ends

53 19. INDEMNIFICATION.

A. SUBDIVIDER indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney’s fees), injuries, or liability, arising out of this Agreement, or its performance. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, SUBDIVIDER must defend CITY (at CITY’S request and with counsel satisfactory to CITY) and indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise.

B. For purposes of this section “CITY" includes CITY’S officers, officials, employees, agents, representatives, and certified volunteers.

C. The Parties agree that this section will survive termination of this Agreement.

D. The requirements as to the types and limits of insurance coverage to be maintained by SUBDIVIDER, and any approval of such insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by SUBIDIVIDER pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification.

20. INSURANCE.

A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, SUBDIVIDER must procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

Commercial general liability:

Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

Professional Liability:
4889-9033-0284 v3

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54 (Errors and Omissions) Insurance with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

Workers’ compensation:

As required by the State of California, with Statutory Limits.

Automobile Liability:

Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non­ owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

If the SUBDIVIDER maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the SUBDIVIDER.

Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

B. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage.

Liability policies must be endorsed to name CITY, its officials, and employees as “additional insureds" under said insurance coverage and to state that such insurance will be deemed “primary” such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88.

Such insurance will be on an "occurrence,” not a “claims made,” basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY.

The City, its boards, officers, agents, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the SUBDIVIDER including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the SUBDIVIDER’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).

Primary Coverage - For any claims related to this agreement, the SUBDIVIDER’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City, its boards, officers, officials, agents, employees, and volunteers. Any 4889-9033-0284 v3

Page 7 of 11 ends

55 insurance or self-insurance maintained by the City, its boards, officers, officials, agents, employees, or volunteers shall be excess of the SUBDIVIDER’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.

Notice of Cancellation - Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

Waiver of Subrogation - SUBDIVIDER hereby grants to City a waiver of any right to subrogation which any insurer of said SUBDIVIDER may acquire against the City by virtue of the payment of any loss under such insurance.

SUBDIVIDER agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

C. Professional liability coverage will be on an "occurrence basis” if such coverage is available, or on a “claims made” basis if not available. When coverage is provided on a “claims made basis,” SUBDIVIDER will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement and will cover SUBDIVIDER for all claims made by CITY arising out of any errors or omissions of SUBDIVIDER, or its officers, employees, or agents during the time this Agreement was in effect.

Claims Made Policies - If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the SUBDIVIDER must purchase "extended reporting” coverage for a minimum of five (5) years after completion of work.

D. SUBDIVIDER must furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of “AMI.” Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation ofcoverage. SUBDIVIDER will require its insurer to modify such certificates to delete any exculpatory 4889-9033-0284 v3

Page 8 of 11 ends

56 wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.

Acceptability of Insurers- Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best’s rating of no less than A.VII, unless otherwise acceptable to the City.

Verification of Coverage - SUBDIVIDER shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the SUBDIVIDER’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Subcontractors - SUBDIVIDER shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and SUBDIVIDER shall ensure that City is an additional insured on insurance required from subcontractors
Duration of Coverage - CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

21. NOTICES.

A. All notices given or required to be given pursuant to this Agreement will be in writing and may be given by personal delivery or by mail. Notice sent by mail will be addressed as follows:
4889-9033-0284 v3

Page 9 of 11 ends

57 The City
City of Simi Valley
Attn: Public Works Director
2929 Tapo Canyon Rd
Simi Valley, CA 93063
To Subdivider
Runkle Canyon, LLC
Attn: Keltie Cole
26650 The Old Road, #110
Valencia, CA 91381
B. When addressed in accordance with this paragraph, notices will be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices will be deemed given at the time of actual delivery.

C. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.

22. COMPLIANCE WITH LAW. SUBDIVIDER will comply with all laws applicable to this Agreement including, without limitation, federal, state, and local laws requiring permitting and licenses. All such compliance will be at SUBDIVIDER’s own cost.

23. CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party.

24. SEVERABLE. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and as so modified, such portion and the balance of this Agreement will continue in full force and effect.

25. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement.

26. WAIVER. Waiver of any provision of this Agreement will not be deemed to constitute a waiver of any other provision, nor will such waiver constitute a continuing waiver.

27. GOVERNING LAW. This Agreement has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Agreement will be in Ventura County.

28. AUTHORITY/MODIFICATION. This Agreement has been approved by Simi Valley City Council Resolution No.. This Agreement is not binding upon CITY until executed by the City Manager. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute 4889-9033-0284 v3

Page 10 of 11 ends

58 this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement. CITY’S City Manager may execute any such amendment.

29. BINDING UPON SUCCESSORS. The terms of this Agreement constitute a burden and benefit upon the Property. Accordingly, this Agreement will be recorded, and the term will run with the Property and become binding upon SUBDIVIDER’s heirs, successors, and assigns.

30. ENTIRE AGREEMENT. This Agreement constitutes the sole agreement between SUBDIVIDER and CITV respecting the maintenance of the Property’s common areas and correctly sets forth the obligations of SUBDIVIDER and CITY. There are no other understandings, terms or other agreements expressed or implied, oral, or written.

IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written.

CITY OF SIMI VALLEY,
a municipal corporation.

SUBDIVIDER, RUNKLE CANYON, LLC,
a Delaware limited liability company
By: By:

Keltie Cole, its authorized agent
, City Manager
City Council Approval Date:

ATTEST:

Lucy Blanco, City Clerk
APPROVED AS TO FORM:

ALGERIA R. FORD, CITY ATTORNEY
By:
4889-9033-0284 v3

Page 11 of 11 ends

59 EXHIBIT A
Legal Description of Property
All of the real property located in City of Simi Valley, County of Ventura, California, more particularly described as follows:

All that real property as shown on that certain map entitled "Tract No. 5364-4", filed for Record on June 23, 2015, in Book 163, Pages 6-29 inclusive of Miscellaneous Records, in the Office of the County Recorder, County of Ventura.
4889-9033-0284 v3
60 EXHIBIT B
Tract No. 5364-4
All improvements marked are included:
(X) Public street improvements including grading, paving, curbs, gutter, sidewalks, traffic control devices, street name signs, streetlights, street landscaping, and appurtenances.
(X) Domestic water supply system, including mains, service laterals, fire hydrants, and appurtenances.
(X) Public storm drains including channels, pipes, inlets, culverts, and appurtenances.
(X) Lot grading including land clearing, earth moving compaction, import or export of soil, and appurtenances.
(X) Off-street landscaping including trees, bushes, shrubs, turf, irrigation system, and appurtenances.
4889-9033-0284 v3
61 EXHIBIT C
Existing Bonds
4889-9033-0284 v3
62 Exhibit "C"
Bond Type Amount Institution
Bond# or
Receipt #
Streets Labor and Materials $ 3,150,000
Westchester Fire K08909179
Insurance Company K08909131
Streets Faithful Performance $ 3,150,000 II
K08909179
K08909131
Storm Drain Labor and Materials $ 1,000,000
n
K08908503
K08908461
Storm Drain Faithful Performance $ 1,000,000 n
K08908503
K08908461
Sewer Labor and Materials $ 200,000
w
K08909210
Sewer Faithful Performance $ 200,000
w
K08908424
K08909210
Grading Faithful Performance $ 2,868,000 H
K08908746
K08908709
Water Labor and Materials N/A N/A
Water Faithful Performance N/A N/A
Landscaping Labor and Materials
n
K08908667
K0890862A
Landscaping Faithful Performance $ 2,100,000
w
K08908667
K0890862A
Monuments Faithful Performance $ 337,567 H
K08908588
K08908540
Warranty Faithful Performance $ 4,289,175 •
63 tipProcopio
Exhibit B
Permit Reports for Estate Lots
999999-00901143/9068412.1 6 procopio.com
64 PERMIT DETAILED REPORT (BLDR-24-0826)
__ ___________... ...__________ FOR OF VALLEY ......

Permit Type BS-Building (Residential) Project: App Date: 10/11/2024 Work Class: New Single Family District: Runkle Canyon Specific Plan Issue Date: NOT ISSUED Status: Submitted Online Square Feet: 3.753.00 Exp Date: NOT AVAILABLE Description: Construction of new 67' x 96' 1-story single family dwelling per engineered plans, Lot 244,
Plan 2, 3753 sq ft, 487 sq ft 2- bay garage,
222 sq ft 1-bay garage. 261 sq ft outdoor
room, 188 sq ft covered entry, 4 bedrooms.

4.5 bathrooms,
Valuation: $450,000.00 Final Date: NOT F1NALED
Parcel: 6340400115 Main Address: 198 Redwood Grove Ct
Simi Valley, CA
Main Zone: RMod(SP) (Residential Moderate Main
(Specific Plan))
RE(SP) (Residential Estate
(Specific Plan))
Applicant
Blue Mountain Development
Nicholas J Biro
2423 Sebald Av
Redondo Beach, CA 90278
Home:

Business: 3109939555
Mobile:

December 03, 2024 2929 Tapo Canyon Rd.. Simi Valley. CA 93063 Page 1 of 2 65 Invoice No. Fee Fee Amount Amount Paid
00026593 BLD - Plan Check Fee (R-3: lll-B, IV. V-B) $3,986.72 $3,986.72 Plumbing Trade Plan Check Surcharge $318.94 $318.94
Mechanical Trade Plan Check Surcharge $318.94 $318.94
Document Scanning/Automation $13.76 $13.76
Electrical Trade Plan Check Surcharge $318.94 $318.94
Electrical Trade Plan Check Surcharge $42 95 $42.95
Plumbing Trade Plan Check Surcharge $42.95 $42.95
Zoning Clearance - Major $1,375.62 $1,375.62
BLD - Residential Garage - Wood Frame PC $536.82 $536.82 Mechanical Trade Plan Check Surcharge $42.95 $42.95
BLD - Res Patio Cover - SpecDsgn - Solid PC $268.41 $268.41 Total for Invoice 00026593 $7,267.00 $7,267.00
00026699 Traffic Impact Fee (per/trip) $1,049.22 $1,049.22 Total for Hvuice 00026699 $1,049.22 $1,049.22
NOT INVOICED Electrical Trado Permit Surcharge $516.80 $0.00 BLD - Res Patio Cover - SpecDsgn - Solid INSP $381.82 $0.00 BLD - Residential.Garage - Wood Frame INSP $763.63 $0.00 Mechanical Trade Permit Surcharge $516.80 $0.00
Plumbing Trade Permit Surcharge $61.09 $0.00
BLD - General Inspection Service $75.78 $0.00
BLD - CA Green Fee $18.00 $0.00
BLD - Fire Protection Single Family Dwelling $232.51 $0.00 BLD - Records Retention Services $89.19 $0.00
BLD - Over Three Bedroom Dwelling Unit Fee $1,004.91 $0.00 BLD - Permit Automation Services $89.19 $0.00
Plumbing Trade Permit Surcharge $516.80 $0.00
Mechanical Trade Permit Surcharge $61.09 $0.00
General Plan Maintenance $77.50 $0.00
BLD - Permit Issuance Fee $68.78 $0.00
BLD - SMIP (Cat 1) -1-3 Story Residential $58.50 $0.00
Electrical Trade Permit Surcharge $61.09 $0.00
BLD - Inspection Only (R-3: lll-B. IV, V-B) $6,459.96 $0.00 Total tor Invoice NOT INVOICED $11,053.44 $0.00
Grand Total for Permit $19,369.66 $8,316.22
December 03, 2024 2929 Tape Canyon Rd., Simi Valley, CA 93063 Page 2 of 2 66 Permit Type BS-8ullding (Residential) Project: App Date: 10/11/2024 Work Class: New Single Family District: Runkle Canyon Specific Plan Issue Date: NOT ISSUED Status: Submitted Online Square Feet: 4,885.00 Exp Date: NOT AVAILABLE Description: Construction of 2-story 61' x 66' new single family dwelling per engineered plans, Lot 245,
Plan 4, 2246 sq ft first floor, 2639 sq ft
second floor, 926 sq ft 3-bay garage, 308 sq
ft outdoor room. 108 sq ft covered entry, 6
bedrooms, 6.5 bathrooms,
Valuation: $585,000.00 Final Date: NOT FINALED
Parcel: 6340400105 Main Address: 190 Redwood Grove Ct
Slml Valley, CA
Main Zone: RMod(SP) (Residential Moderate Main
(Specific Plan))
RE(SP) (Residential Estate
(Specific Plan))
Applicant
Blue Mountain Development
Nicholas J Biro
2423 Sebald Av
Redondo Beach, CA 90278
Home:

Business: 3109939555
Mobile:

December 03, 2024 2929 Tapo Canyon Rd., Simi Valley, CA 93063 Page 1 of 2 67 Total for Invoice NOf INVOICED $13,004.34 $0.00
■■■■■ *£> 'a?X-X ’ Oir\v<£* ' ''■ ' S ts'• ■;: £
A u ■' -.r'l . ' * 3 ■ i’;-'■ ■ ■ 11” '
.v'-J- t-n-
Invoice No. Fee Fee Amount Amount Paid
00026591 Mechanical Trade Plan Check Surcharge $42.95 $42.95 Mechanical Trade Plan Check Surcharge $388.23 $388.23
BLD - Residential Garage - Wood Frame PC $536.82 $536.82 Electrical Trade Plan Check Surcharge $388.23 $388.23
BLD - Res Patio Cover - SpecDsgn - Solid PC $268.41 $268.41 BLD - Plan Check Fee (R-3: lll-B, IV, V-B) $4,852.83 $4,852.83 Zoning Clearance - Major $1,375.62 $1,375.62
Plumbing Trade Plan Check Surcharge $388.23 $388.23
Document Scanning/Automation $13.76 $13.76
Electrical Trade Plan Check Surcharge $42.95 $42.95
Plumbing Trade Plan Check Surcharge $42.95 $42.95
Tota! for invoice 00026591 $8,340.98 $8,340.98
00026662 Traffic Impact Fee (per/trip) $1,049.22 $1,049.22 Total for invoice 0*3026662 $1,049.22 $1,049.22
NOT INVOICED Electrical Trade Permit Surcharge $61.09 $0.00 BLD - Res Patio Cover - SpecDsgn - Solid INSP $381.82 $0.00 BLD - CA Green Fee $24.00 $0 00
Plumbing Trade Permit Surcharge $61.09 $0.00
BLD - Permit Automation Services $107.93 $0.00
BLD - Permit Issuance Fee $68.78 $0.00
BLD - Inspection Only (R-3: lll-B. IV. V-B) $7,971.86 $0.00 Mechanical Trade Permit Surcharge $61.09 $0.00
BLD - Records Retention Services $107.93 $0.00
BLD - SMIP (Cat 1) -1-3 Story Residential $76.05 $0.00
Plumbing Trade Permit Surcharge $637.75 $0.00
General Plan Maintenance $92.62 $0.00
Electrical Trade Permit Surcharge $637.75 $0.00
Mechanical Trade Permit Surcharge $637.75 $0.00
BLD - Fire Protection Single Family Dwelling $232.51 $0.00 BLD - Over Three Bedroom Dwelling Unit Fee $1,004.91 $0.00 BLD - Residential Garage - Wood Frame INSP $763 63 $0.00 BLD - General Inspection Service $75.78 $0.00
Grand Total for Permit $22,394.54 $9,390.20
December 03. 2024 2929 Tapo Canyon Rd., Slmi Valley. CA 93063 Page 2 of 2 68 PERMIT DETAILED REPORT (BLDR-24-0823)

FOR CITY OF SIMI VALLEY
Permit Type BS-Bullding (Residential) Project: App Date: 10/11/2024 Work Class: New Single Family District: Runkle Canyon Specific Plan Issue Date: NOT ISSUED Status: Submitted Online Square Feet: 3.707.00 Exp Date: NOT AVAILABLE Description: Construction of new 70' x 84' 1- story single family dwelling with attached garage per
engineered plans. Lot 247, Plan 1,3707 sq ft,
689 sq ft 2-bay garage, 299 sq ft outdoor
room, 154 sq fl covered entry, 4 bedrooms.

4.5 bathrooms,
Valuation: $460,000.00 Final Date: NOT FINALED
Parcel: 6340400095 Main Address: 176 Redwood Grove Ct
Slmi Valley. CA
Main Zone: RMod(SP) (Residential Moderate Main
(Specific Plan))
RE(SP) (Residential Estate
(Specific Plan))
Applicant
Blue Mountain Development
Nicholas J Biro
2423 Sebald Av
Redondo Beach. CA 90278
Home:

Business: 3109939555
Mobile:

December 03, 2024 2929 Tapo Canyon Rd.. Slmi Valley. CA 93063 Page 1 of 2 69 PERMIT DETAILED REPORT (BLDR-24-0823)
Invoice No. Fee Fee Amount Amount Paid
00026590 Electrical Trade Plan Check Surcharge S318.94 $318.94 BLD - Plan Check Fee (R-3: lll-B, IV, V-B) $3,986.72 $3,986.72 Mechanical Trade Plan Check Surcharge $42.95 $42.95
Electrical Trade Plan Check Surcharge $42.95 $42.95
Mechanical Trade Plan Check Surcharge $318.94 $31894
Plumbing Trade Plan Check Surcharge $318.94 $318.94
Zoning Clearance - Major $1,375.62 $1,375.62
BLD - Res Patio Cover - SpecDsgn - Solid PC $268.41 $268.41 BLD - Residential Garage - Wood Frame PC $536.82 $536.82 Document Scanning/Automation $13.76 $13.76
Plumbing Trade Plan Check Surcharge $42.95 $42.95
Total tor invoice 00026590 $7,267.00 $7,267.00
00026657 Traffic Impact Fee (per/tnp) $1,049.22 $1,049.22 I Dial tor Invoice 0002GCS7 $1,049.22 $1,049.22
NOT INVOICED Electrical Trade Permit Surcharge $516.80 $0.00 General Plan Maintenance $77.50 $0.00
Mechanical Trade Permit Surcharge $61.09 $0.00
BLD - Records Retention Services $89.19 $0.00
BLD - Over Three Bedroom Dwelling Unit Fee $1,004.91 $0.00 BLD - Permit Automation Services $89.19 $0.00
BLD - Fire Protection Single Family Dwelling $232.51 $0.00 Electrical Trade Permit Surcharge $61.09 $0.00
BLD - Res Patio Cover - SpecDsgn - Solid INSP $381,82 $0.00 Plumbing Trade Permit Surcharge $61.09 $0.00
BLD - SMIP (Cat 1) -1-3 Story Residential $59 80 $0.00
BLD - General Inspection Service $75,78 $0.00
Plumbing Trade Permit Surcharge $516,80 $0.00
BLD - CA Green Fee $19.00 $0.00
BLD - Permit Issuance Fee $68.78 $0.00
BLD - Residential Garage - Wood Frame INSP $763.63 $0.00 Mechanical Trade Permit Surcharge $516.80 $0.00
BLD - Inspection Only (R-3: lll-B, IV. V-B) $6,459.96 $0.00 Total for Invoice NOT INVOICED $11,055.74 $0.00
Grand Total for Permit $19,371.96 $8,316.22
December 03, 2024 2929 Tapo Canyon Rd., Simi Valley, CA 93063 Page 2 of 2 70 PERMIT DETAILED REPORT (BLDR-24-0822)
FO R CIT Y OF SI Ml VALLEY
Permit Type BS-Bullding (Residential) Project: App Date: 10/11/2024 Work Class: New Single Family District: Runkle Canyon Specific Plan Issue Date: NOT ISSUED Status: Submitted Online Square Feet: 4.885.00 Exp Date: NOT AVAILABLE Description: Construction of 6Tx66’ 2-story new single
family dwelling per engineered plans. Lot 247,
Plan 4. 2246 sq ft first floor, 2639 sq ft
second floor. 926 sq ft 3-bay garage. 308 sq
ft outdoor room, 108 sq ft covered entry, 6
bedrooms. 6.5 bathrooms.

Valuation: $585,000.00 Final Date: NOT FINALED
Parcel: 6340400085 Main Address: 162 Redwood Grove Ct
Simi Valley, CA
Main Zone: RMod(SP) (Residential Moderate Main
(Specific Plan))
RE(SP) (Residential Estate
(Specific Plan))
Applicant
Blue Mountain Development
Nicholas J Biro
2423 Sebald Av
Redondo Beach, CA 90278
Home:

Business: 3109939555
Mobile
December 03. 2024 2929 Tapo Canyon Rd.. Simi Valley. CA 93063 Page 1 of 2 71 Invoice No. Fee Fee Amount Amount Paid
00026583 Plumbing Trade Plan Check Surcharge $388.23 $388.23 BLD - Residential Garage - Wood Frame PC $536.82 $536.82 Mechanical Trade Plan Check Surcharge $388.23 $388.23
7nning Clearance - Major $1,375.62 $1,375 62
BLD - Plan Check Fee (R-3: lll-B, IV, V-B) $4,852.83 $4,852.83 Electrical Trade Plan Check Surcharge $388.23 $388.23
BLD - Res Patio Cover - SpecDsgn - Solid PC $268.41 $268.41 Mechanical Trade Plan Check Surcharge $42.95 $42.95
Plumbing Trade Plan Check Surcharge $42.95 $42.95
Electrical Trade Plan Check Surcharge $42.95 $42.95
Total for Invoice 00026583 58,327.22 $8,327.22
00026636 Traffic Impact Fee (per/trip) $1,049.22 $1,049.22 Total for Invoice 00026636 $1,049.22 $1,049.22
NOT INVOICED Electrical 1 rade Permit Surcharge $61.09 $0.00 Plumbing Trade Permit Surcharge $61.09 $0.00
Mechanical Trade Permit Surcharge $637.75 $0.00
General Plan Maintenance $92.62 $0.00
BLD - General Inspection Service $75.78 $0.00
Plumbing Trade Permit Surcharge $637 75 so no
Electrical Trade Permit Surcharge $637.75 $0.00
BLD - Res Patio Cover - SpecDsgn - Solid INSP $381.82 $0.00 BLD - Permit Issuance Fee $68.78 $0.00
BLD - Over Three Bedroom Dwelling Unit Fee $1,004.91 $0.00 BLD - Residential Garage - Wood Frame INSP $763.63 $0.00 Document Scanning/Automation $13 76 $0.00
BLD - CA Green Fee $24.00 $0.00
BLD - Inspection Only (R-3: lll-B. IV. V-B) $7,971.86 $0.00 BLD - Fire Protection Single Family Dwelling $232.51 $0.00 Mechanical Trade Permit Surcharge $61.09 $0.00
BLD - Records Retention Services $107.93 $0.00
BLD - Permit Automation Services $107 93 $0.00
BLD - SMIP (Cat 1) -1-3 Story Residential $76.05 $0.00
Total for invoice NOT INVOICED $13,018.10 $0.00
Grand Total for Permit $22,394.54 $9,376.44
December 03, 2024 2929 Tapo Canyon Rd., Simi Valley, CA 93063 Page 2 of 2 72 RUNKLEHALL RD
CROSBY
AVE

APPLETON RD

MIRA ST
W
HITE
BARK
LN

LUCY CIR
PINE

VIEW DR

CARDEA DR

COMETAVE
PALM
ST
ALM
OND
LN

E GOULD
ST
W
ATSON
AVE

CINNABAR
PL

E DUSAN ST
FIR
AVE

CAMDENVISTA CT

ARNESS FIRE RD
BEAVER
AVE

ASPEN ST

GARDNER ST
RUNKLE

FIRE RD

SEQUOIA
AVE

FITZGERALD RD HAZELNUT
CT

RUDOLPH DR
MAPLE

LEAF CT

TALBERT
AVE
SANDY
AVE
W
HITE
BARK
LN

BRETONAVE

REDWOOD

GROVECT

FLETCHER ST
BRIAR
HILL
CIR

COLLEGE ST

TALBERT AVE

MOUNTAIN

VISTA LN
EASY

TAPO CANYON

GUARDIAN
ALAMO
ROYAL

LOST CANYONS
MADERA

COCHRAN
FIRST
ERBES
TAPO

LOS ANGELES
OLSEN
ROYAL
ERBES
MADERA

ALAMOALAMO

COCHRAN
ALAMO
TAPO
ROYAL

LOS ANGELES
ALAMO
±
TR 5364 RUNKLE CANYON

LOCATION MAP

VICINITY MAP

ATTACHMENT A
73

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